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| Cary Grant | Ernie Mott |
| Miss Ethel Barrymore | Ma Mott |
| Barry Fitzgerald | Henry Twite |
| June Duprez | Ada Brantline |
| Jane Wyatt | Aggie Hunter |
| George Coulouris | Jim Mordinoy |
| Dan Duryea | Lew Tate |
| Konstantin Shayne | Ike Weber |
| Eva Lernard Boyne | Ma Chalmers (uncredited) |
| Morton Lowry | Taz Jones (uncredited) |
| Helene Thimig | Sister Nurse (uncredited) |
| William Challee | Knocker Jones (uncredited) |
| Joseph Vitale | ''Cosh'' Simmons (uncredited) |
| Roman Bohnen | Dad Pettyjohn |
| Renie Riano | Flo (uncredited) |
| Marcel Dill | Percy (uncredited) |
| Queenie Vassar | Mrs. Jane Snowden (uncredited) |
| Rosalind Ivan | Mrs. Clara Tate (uncredited) |
| Herbert Heywood | Dad Fitchitt (uncredited) |
| Virginia Farmer | Ma Segwiss (uncredited) |
In pre-World War II London, Ernie Mott, a Cockney layabout whose father was killed during World War I, learns that his mother, Ma, is dying of cancer. In an effort to relieve his mother from the strain of running her shop on her own, Ernie pledges to help her with the business. Ma's failing health and financial desperation lead her to engage in some crooked business dealings, while Ernie courts trouble as he gets involved with a beguiling gangster's wife.
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